KNL Knoll Inc

[The following is a leadership announcement distributed by Herman Miller, Inc. to its employees on June 18, 2021.]

 

Herman Miller + Knoll Leadership Announcement

 

Hi everyone,

 

Today marks an important milestone in our journey to bring Herman Miller and Knoll together, as I’m sending our first shared message to all our people, everywhere. While there is much to be excited about as we look ahead, we also know there will be many questions as we continue to plan for our combined future. As has been the case throughout this journey, we are committed to keeping you informed and sharing what we know.

 

When we first announced our plans to bring Herman Miller and Knoll together, we expected the transaction would be finalized in the third quarter of 2021. We now expect to be on the early end of that timeline. We have achieved US antitrust clearance and both companies will be holding shareholder meetings on July 13, 2021, to obtain the shareholder votes required to approve the transaction. Assuming everything goes as hoped, the deal should close about a week after those meetings.

 

One of my top priorities has been to ensure we have the organizational structure and operating model for our new company (which we’re referring to by the project name “NewCo” for the time being) in place as we come together post-close. I’m writing today to share this vision in hopes that it will provide some clarity as to how the leadership team of NewCo will be structured and how our teams will work with one another. I expect we will transition to this structure and operating model within 60 days of closing, so in some cases I’ll share interim reporting structures for Day One as well. I should also note, people who may be together in a team or function today might be in a different team or function in the new structure. We plan to engage the leaders named in this announcement and our collective HR teams to help refine the next level of organization design and will share that detail in the weeks following the deal closing.

 

As a combined company, NewCo will power the world’s most consequential design brands, and our operating model will allow us to lead from a strong position. Similar to Herman Miller and Knoll today, we will continue to support and grow our Contract and Retail businesses, as well as explore new ideas and business innovations. Like Herman Miller today, NewCo will also have global functional teams that serve the entire enterprise, including Manufacturing, Digital, Technology, Marketing, Strategy, Finance, Human Resources, and Legal. NewCo’s structure will ensure strong brand ownership designed to preserve and nurture the essence of the brands within our portfolio, which includes the Herman Miller and Knoll brands. To realize these aspirations, the organization will be led as follows:

 

Leadership of NewCo’s Commercial and Brand Organizations

 

While Jeremy Hocking’s retirement date isn’t for a few more weeks, I’d like to take this opportunity to extend special thanks to him, for an incredible 37-year career with Herman Miller. I know I speak for everyone at Herman Miller in wishing him the very best in his retirement.

 

Leadership of Global Functions

 

In addition to the NewCo leadership team, Kevin Veltman will continue to report to me as the Integration Lead, serving as the day-to-day lead on our ongoing integration efforts. In this role, Kevin serves as an adjunct member of the NewCo leadership team, keeping our teams focused on critical activities and milestones as we move forward.

 

You can find an organization chart that summarizes these changes here.

 

While the accelerated timeline to deal close means we can more quickly move on to the important work of bringing our organizations together, there are many decisions still to be made and we still have a lot of work to do. I have great confidence in this leadership team and know they will come together to continue the critical work of designing a strong operating model that will support our future ambitions and create exciting opportunities for everyone at NewCo. We will continue to share details and decisions as they are made. In the meantime, I’m asking all current leaders to reach out your teams to confirm and clarify any reporting line changes that will impact them on Day One.

 

With these changes, several members of the Knoll team will leave the organization after Day One, according to timing determined by Knoll. These team members include Charles Rayfield, Michael Pollner, Esohe Omoruyi, Benjamin Pardo, Roxanne Klein, Usman Waheed, and David Bright. All have been valued team members, colleagues, and friends to the Knoll team and I want to be sure to acknowledge their many years of service to the organization and thank them for their contributions and continued support for the ongoing integration efforts. I hope you’ll join me in extending thanks and well wishes.

 

And as previously announced, Andrew Cogan, Chairman and CEO of Knoll, will depart Knoll once the deal closes. I’ve had the pleasure of working closely with and getting to know Andrew over these past few months, and I am extremely grateful to him for his partnership and enthusiasm for bringing Knoll and Herman Miller together. He leaves an incredible legacy and I’m sure I speak for everyone in wishing him all the best as he moves on to his next chapter.

 

I’d also like to thank the many people who have been involved in our integration efforts. There is a great deal of work underway to create the plans that will enable us to integrate our systems and processes and establish the next level of organizational design. We will send a communication in the next few weeks to share an overview of those efforts so everyone has a better idea of our collective accomplishments, as well as the integration efforts that are still to come over the next few months. Our closing date might feel like the end of the journey, but it’s really just the beginning.

 

Together we will transform and redefine our industry and create exciting new opportunities for our people around the world in the process. I’m look forward to working alongside all of you in this important work.

 

Andi

 

This communication relates to a proposed business combination transaction between Herman Miller, Inc.  (the “Company”) and Knoll, Inc. (“Knoll”). This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import.  It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of the Company’s or Knoll’s stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; the effect of the announcement of the merger on the ability of the Company or Knoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or Knoll does business, or on the Company’s or Knoll’s operating results and business generally; risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings related to the merger; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of the Company to successfully integrate Knoll’s operations; the ability of the Company to implement its plans, forecasts and other expectations with respect to the Company’s business after the completion of the transaction and realize expected synergies; business disruption following the merger; general economic conditions; the availability and pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; and the outcome of pending litigation or governmental audits or investigations. These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form S-4 and definitive joint proxy statement/prospectus that were filed with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction.  While the risks presented here, and those presented in the registration statement and definitive joint proxy statement/prospectus, are considered representative, they should not be considered a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s and Knoll’s respective periodic reports and other filings with the SEC, including the risk factors identified in the Company’s and Knoll’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this communication are made only as of the date hereof. Neither the Company nor Knoll undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

 

The Company, Knoll and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s proxy statement for its 2020 Annual Meeting of Shareholders, which was filed with the SEC on September 1, 2020, and the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2020, which was filed with the SEC on July 28, 2020, as well as in a Form 8-K filed by the Company with the SEC on July 17, 2020.  Information about the directors and executive officers of Knoll, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Knoll’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 1, 2021, and Knoll’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 1, 2021.  Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available.  Investors should read the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions.  You may obtain free copies of these documents from the Company or Knoll using the sources indicated above.

 

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